A common provision in management agreements is the "hold harmless" clause. This clause generally provides that the manager would be indemnified and held harmless from claims he/she did not cause or were forced to participate in by virtue of their subservient roles as agent of the association. Sometimes the clauses are reciprocal and require that the manager hold the association harmless for claims resulting from unauthorized and/or wrongful actions of the manager. For many years these clauses have not been invoked or challenged. However, more and more of these clauses are being expanded to require the association to hold the manager harmless and indemnify the manager in the event of any wrongdoing by the manager with the exception of gross negligence, willful wrongdoing or criminal conduct. Accordingly, an association may be indemnifying managers in instances where the managers negligently perform their duties. This could lead to manager's carte blanche inattentiveness to responsibilities.

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